<PAGE> 1
As filed with the Securities and Exchange Commission on August 28, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
SCHEDULE 13E-4/A
(AMENDMENT NO. 1)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
---------------------------------
TELE-COMMUNICATIONS, INC.
(Name of Issuer)
TELE-COMMUNICATIONS, INC.
(Name of Person(s) Filing Statement)
TELE-COMMUNICATIONS, INC. SERIES A TCI GROUP COMMON STOCK AND
TELE-COMMUNICATIONS, INC. SERIES B TCI GROUP COMMON STOCK
(Title of Class of Securities)
87924V101 (Series A)
87924V200 (Series B)
(CUSIP Number of Class of Securities)
-------------------------
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(303) 267-5500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Person Authorized to Receive
Notices and Communications on Behalf
of the Person(s) Filing Statement)
-------------------------
Copy to:
ELIZABETH M. MARKOWSKI, ESQ.
BAKER & BOTTS, L.L.P.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-6030
(212) 705-5000
-------------------------
AUGUST 12, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation(1) Amount of Filing Fee
- --------------------------------------------------------------------------------
$3,576,508,311.00 $715,302.00
================================================================================
[X] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration number, or the form or
schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $715,302.00 Form or Registration No.: Schedule 13E-4
Filing Party: Tele-Communications, Inc. Date Filed: August 12, 1997
</TABLE>
- ----------------
1 Estimated solely for purposes of calculating the fee in accordance with
Rule 0-11 under the Securities Exchange Act of 1934. Based upon (a) the
average of the high and low sales prices as of August 6, 1997 of the Series A
TCI Group Common Stock ($17.47), multiplied by the number of shares of such
series that the issuer, Tele-Communications, Inc. (the "Company"), is offering
to acquire (188,661,300 shares) and (b) the average of the high and low sales
prices as of August 6, 1997 of the Series B TCI Group Common Stock ($17.25),
multiplied by the number of shares of such series that the Company is offering
to acquire (16,266,400 shares).
<PAGE> 2
INTRODUCTORY STATEMENT
This Amendment No. 1 (the "Amendment No. 1") amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments
thereto, the "Schedule 13E-4") filed with the Securities and Exchange
Commission on August 12, 1997 by Tele-Communications, Inc., a Delaware
corporation (the "Company"), relating to the Company's offer to exchange (i)
one share of Series A TCI Ventures Group Common Stock for each share of Series
A TCI Group Common Stock properly tendered and not validly withdrawn, up to
188,661,300 shares of Series A TCI Group Common Stock, and (ii) one share of
Series B TCI Ventures Group Common Stock for each share of Series B TCI Group
Common Stock properly tendered and not validly withdrawn, up to 16,266,400
shares of Series B TCI Group Common Stock, upon the terms and subject to the
conditions set forth in the Offering Circular of the Company, dated August 7,
1997, and the related Letters of Transmittal. All capitalized terms used but
not defined in this Amendment No. 1 shall have the meanings ascribed thereto in
the Schedule 13E-4.
This Amendment No. 1 files herewith slides shown to the Company's
stockholders at the Annual Meeting of stockholders of the Company, held on
August 28, 1997, and to be shown to large institutional stockholders and other
investors in presentations to be made by the Company's officers in connection
with the Exchange Offers, together with explanatory notes to the slides for
use by such officers.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9(f) is hereby amended to read in its entirety as follows:
(f) Slides shown to the Company's stockholders at the Annual
Meeting of stockholders of the Company, held on August 28,
1997, and to be shown to large institutional stockholders and
other investors in presentations to be made by the Company's
officers in connection with the Exchange Offers, together with
explanatory notes to the slides for use by such officers.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of the Company's knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13E-4/A (Amendment No. 1) is true, complete and correct.
Dated: August 28, 1997
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
and Secretary
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(f) Slides shown to the Company's stockholders at the Annual Meeting
of stockholders of the Company, held on August 28, 1997, and to be
shown to large institutional stockholders and other investors in
presentations to be made by the Company's officers in connection
with the Exchange Offers, together with explanatory notes to the
slides for use by such officers.
<PAGE> 1
TCI ORGANIZATIONAL CHART
================================================================================
<TABLE>
TCI
<S> <C> <C>
TCI GROUP LIBERTY MEDIA GROUP
(Nasdaq: TCOMA/TCOMB) (Nasdaq: LBTYA/LBTYB)
CABLE OPERATIONS PROPOSED TCI PROGRAMMING
VENTURES GROUP BUSINESSES
TCI COMMUNICATIONS, INC. TELEPORT COMMUNICATIONS MOVIE SERVICES
GROUP, INC.
TKR & OTHER TELE-COMMUNICATIONS ENTERTAINMENT AND
CABLE OPERATIONS INTERNATIONAL, INC. INFORMATION
NON-CONSOLIDATED SPRINT PCS ELECTRONIC
CABLE OPERATIONS RETAILING
@HOME BY TCI.NET AT HOME CORPORATION SATELLITE
SERVICES
OTHER OPERATIONS UNITED VIDEO SPORT SERVICES
SATELLITE GROUP
OTHER
INVESTMENTS
</TABLE>
STRATEGIC DIRECTION
o Now I would like to spend a few minutes with you discussing our
strategic direction, the recently approved TCI Ventures Group, our Exchange
Offers and conclude with what I consider to be a bright future for TCI Group.
o We continually seek to maximize the power of the assets within the TCI
family of companies to promote growth and to enhance shareholder value. As we
move toward the next millennium, we are taking steps to achieve these goals.
o We are reinvigorating our cable operations and building on the success
of our programming business.
o We are continuing our commitment to diversification, while seeking to
organize the Company to make it more easily understood by investors. And at
every turn, we remain committed to achieving our goal of building shareholder
value.
<PAGE> 2
[TCI ORGANIZATIONAL CHART]
<PAGE> 3
STRATEGIC DIRECTION (CONT.)
o We have long recognized the benefits of diversification to better
manage risk, identify and leverage new market opportunities, and combine the
strengths of parallel businesses. We have been very successful in these
efforts.
o TCI common stock is currently traded through two tracking stocks: TCI
Group Common Stock, Series A and Series B (Nasdaq: TCOMA/TCOMB) and Liberty
Media Group Common Stock, Series A and Series B (Nasdaq: LBTYA/LBTYB).
o To continue our diversification efforts, we have created Series A and
Series B TCI Ventures Group Common Stock that will further segregate our
business activities.
o The new tracking stock, TCI Ventures Group Common Stock, is intended to
reflect the separate performance of those assets that are attributed to the TCI
Ventures Group, including the Company's principal international assets and
substantially all of TCI's non-cable and non-programming domestic assets and
investments -- which I will detail for you in a moment.
<PAGE> 4
REASONS FOR EXCHANGE OFFERS
o Greater Market Recognition
o Remaining TCI Group more Homogeneous
o Greater Flexibility
o TCI Family Benefits Continue
REASONS FOR EXCHANGE OFFERS
o Greater market recognition of the value of businesses and assets attributed
to the TCI Ventures Group, thereby enhancing stockholder value over time.
Expected to be a tax-free exchange for federal income tax purposes.
o Remaining assets and businesses attributed to the TCI Group are more
homogeneous and therefore should be easier to understand and value.
o Greater flexibility with regard to raising future capital, acquisitions or
investments and strategic partnering.
o Continued membership in the consolidated enterprise.
o In determining to offer the TCI Ventures Group Common Stock in exchange for
TCI Group Common Stock, the Board determined that the businesses and assets,
the attribution of which was being shifted to the TCI Ventures Group,
represented approximately 30 percent of the total value of the TCI Group.
<PAGE> 5
REASONS FOR EXCHANGE OFFERS (CONT.)
o In reaching its view as to relative common stockholders equity values,
the Board took into account a number of factors including:
- Recent trading prices of those assets that are publicly traded
and of public companies in the same industry as other assets that are
not publicly traded.
- The amount of capital invested in such assets by TCI and other
third parties.
- The recent financial performance of the various assets.
o These factors were compared to the trading prices of TCI Group Common
Stock and the financial performance of the TCI Group.
o The Board also considered the relative amounts of debt to which the
assets attributed to each such Group were subject, the capital expenditure
requirements of each Group and the relative prospects of the assets attributed
to each such Group.
o Neither the Company nor its Board of Directors is making any
recommendation to any stockholder as to whether to tender or refrain from
tendering TCI Group Common Stock pursuant to the Exchange Offers. Each
stockholder must make his or her own decision after carefully reviewing the
Offering Circular.
<PAGE> 6
TCI Ventures Group Assets
o Teleport Communications Group, Inc.
o Tele-Communications International, Inc.
o Sprint PCS
o At Home Corporation
o United Video Satellite Group, Inc.
o Other Investments
TCI Ventures Group Assets
o The assets attributed to the TCI Ventures Group include equity investments
in:
- Teleport Communications Group, Inc. a provider of competitive local
exchange carrier service.
- Tele-Communications International, Inc. the Company's primary vehicle for
the conduct of its International cable, telephony and programming businesses.
- Sprint PCS, a provider of wireless communications services, using radio
spectrum for broadband personal communications services to residential and
business customers.
- At Home Corporation, a provider of high-speed multimedia Internet
services and the Company's interest in other Internet-related assets.
- United Video Satellite Group, Inc. a provider of satellite-delivered
video, audio, data and program promotion services to cable television
systems, satellite dish owners, radio stations and private network users
primarily throughout North America.
- Other businesses and investments including Western Tele-Communications,
Inc., the National Digital Television Center and ETC w/tci, Inc.
<PAGE> 7
<TABLE>
<CAPTION>
DOMESTIC COMMUNICATION ASSETS
(AS OF JUNE 30, 1997)
-----------------------------------------------------------
Shares or Net
Equity Attributable
Ownership "Pops" (MM)
--------- -------------
<S> <C> <C>
o Teleport Communications 30% 49.8 shares
o Sprint PCS Partnerships 30% 50 Pops
o PhillieCo L.P. 35% 3.2 Pops
o WTCI 100% N/A
</TABLE>
DOMESTIC COMMUNICATION ASSETS
o Teleport Communications Group
- A competitive local exchange carrier and the largest CLEC in the United
States as measured by route miles.
- Principal customers are telecommunications-intensive businesses,
hospitals and educational institutions, governmental agencies, etc.
o Sprint PCS Partnerships
- We believe Sprint PCS is the largest broadband wireless PCS company in the
United States in terms of total license coverage of "Pops." Owned in
conjunction with Sprint, Cox and Comcast.
- "Pops" refers to the population of a geographic area covered by a
license or group of licenses.
- The "Pops" shown represents aggregate Pops covered by the applicable PCS
licensee multiplied by the direct or indirect percentage equity interest in
such licensee attributed to the TCI Ventures Group. Such number is not
necessarily indicative of the number of Pops that are or will be served by the
applicable licensee's PCS network in such license area or the actual or
expected number of customers using such PCS network. The number is not intended
to imply that TCI has any actual ownership or other rights in such Pops.
<PAGE> 8
DOMESTIC COMMUNICATION ASSETS (CONT.)
o PhillieCo, L.P.
- PCS under the "Sprint" brand name in the Philadelphia ADI.
o WTCI
- Provider of microwave and wireline transport of telecommunications
services.
- 1996 Revenues of $32 million.
<PAGE> 9
<TABLE>
<CAPTION>
INTERNET & SATELLITE ASSETS
(AS OF JUNE 30, 1997)
-------------------------------------------
% Equity Shares
Ownership Held (mm)
--------- ---------
<S> <C> <C>
o At Home Corporation 39 46.46
o United Video Satellite 40 14.52
o NDTC 100 n/a
</TABLE>
INTERNET & SATELLITE ASSETS
o At Home Corporation:
- 46.46 million Series A and Series B shares
- Control over 70 percent of the voting power.
- A provider of high-speed multimedia Internet services.
o Various other Internet investments including:
- Sportline USA, Inc. (7 percent)
- iVillage, Inc. (12 percent)
- Interzine Productions, Inc. (15 percent)
- Java Fund (7 percent)
o United Video Satellite Group (14.5 million shares representing 85 percent
voting power). A provider of satellite-delivered video, audio, data and
program promotion services.
o National Digital Television Center - Digital compression and authorization
services to programming suppliers, cable systems and other video distribution
outlets.
<PAGE> 10
<TABLE>
<CAPTION>
INTERNATIONAL & OTHER ASSETS
(AS OF JUNE 30, 1997)
----------------------------------------
% EQUITY SHARES
OWNERSHIP HELD (MM)
--------- ---------
<S> <C> <C>
o International 85 97.95
o DigiVentures, LLC 99 N/A
o Antec 16 6.33
o ETC w/tci, Inc. 80 N/A
o SUMMITrak 100 [to be sold]
</TABLE>
INTERNATIONAL & OTHER ASSETS
o Tele-Communications International, Inc.:
- 97.95 million Series A and Series B shares held.
- International cable, telephony and programming interests and
opeations
o DigiVentures, LLC - Leases digital set-top box equipment.
o Antec:
- 6.33 million shares held as of June 30, 1997.
- Manufacturer of products for hybrid fiber-coaxial broadband
networks.
o ETC w/tci, Inc. -- Developer and distributor of for-profit education,
training and communication services and products.
o SUMMITrak-Integrated information management system. On August 12, we
announced an agreement to sell SUMMITrak to CSG Systems for $106 million in
cash, and, depending on the achievement of certain goals, (i) up to $26 million
in cash over the next two years and (ii) warrants to purchase up to 1.5 million
shares of CSG stock. No assurance the transaction will be consummated on such
terms or at all.
<PAGE> 11
EXCHANGE OFFERS
------------------------------------------------
o 188,661,300 Series A TCI Group for Series
A TCI Ventures Group
o 16,266,400 Series B TCI Group for Series B
TCI Ventures Group
o One For One Exchange
o Offer Expires on September 10, 1997
EXCHANGE OFFERS
o Series A TCI Group for Series A TCI Ventures Group up to 188,661.300
shares and Series B TCI Group for Series B TCI Ventures Group up to 16,266,400
shares.
o For a total of approximately 205 million shares.
o The shares of TCI Group Common Stock being tendered for represent
approximately 30 percent of the shares of each series of TCI Group Common
Stock outstanding as of June 30, 1997.
o If less than 205 million shares are exchanged, TCI will convert its
inter-group interest for a TCI Ventures Group Preferred. If more than 205
million shares are tendered, shares will be accepted for exchange on a pro rata
basis.
o All persons who hold or have tendered Series A TCI Group Common Stock
or Series B TCI Group Common Stock before 5 p.m. (EST), September 10 are
entitled to participate in the Exchange Offers.
o We believe the exchange of TCI Group Common Stock for TCI Ventures
Group Common Stock would be a tax free exchange for federal income tax
purposes.
<PAGE> 12
TCI GROUP OVERVIEW
------------------------------
o TCI Group Assets
-- Domestic Cable Operations
-- Internet and Telephony Distribution
o Cable Operations 2Q97 Highlights
-- OCF: $706 Million
-- FCF: $282 Million
-- Leverage Ratio: 5.0x
o Joint Venture Announcements
TCI GROUP ASSETS
o TCI Group thereafter will be comprised primarily of the Company's
domestic cable operations, consisting of TCI Communications, Inc. (TCIC), TKR
Cable Company and other relatively small domestic cable systems held by the TCI
parent, along with TCI.NET, our high-speed Internet business and our wireline
telephony distribution business.
o As indicated by our second quarter results, we have shown that by
exercising careful management, sound judgment, steady operating discipline and
rigorous cost containment, we can deliver strong financial results to our
stockholders.
o For example, our Operating Cash Flow was $706 million for the second
quarter, a 16 percent increse compared with 1996 second quarter pro forma
Operating Cash Flow. Our Free Cash Flow, which we define as Operating Cash Flow
less interest, capital expenditures and preferred dividends, was $282 million
for the second quarter and $569 million for the first half of 1997. TCIC has
effectively reduced its leverage ratio by one full multiple since year-end
1996.
o Currently, we serve more than 14 million cable customers and have
entered into agreements to transfer approximately two million of these
customers into joint venture partnerships or other entities.
<PAGE> 13
TCI GROUP ASSETS (CONT.)
o The major benefits of these partnerships are to rationalize TCI's cable
assets by placing the systems under strong regional management. If one of our
systems adjoins an operator who has more extensive geographic "clustering," or
a deeper presence in that market, we now seek to create a joint venture or
affiliation and let them manage that system. In addition, we anticipate that in
aggregate these arrangements will further reduce our leverage ratio.
o The events of the past year have positioned TCI to compete more
effectively in the future. We have clearly demonstrated our ability to respond
swiftly and decisively to changes in market conditions and technology.
o We are respectful of the management challenges ahead, and we face each
challenge with enthusiasm and a clear focus on the mission at hand.
